Exhibit 10.2

                                 LEASE AGREEMENT


         THIS  LEASE,  made as of the 26th day of March,  1997,  by and  between
Bloomtex  Associates,  a New Jersey limited  partnership having an office at 460
Main Avenue, Wallington, New Jersey 07057 (hereinafter "Landlord"), and ALFACELL
Corporation,  a Delaware  corporation having an office at 225 Belleville Avenue,
Bloomfield, New Jersey 07003 (hereinafter "Tenant"):


                              W I T N E S S E T H:


1.       PREMISES.

                  Landlord  hereby  demises and leases unto  Tenant,  and Tenant
hereby takes and hires from Landlord,  upon the terms and conditions hereinafter
set forth,  those  portions  of that  certain  office/laboratory  building  (the
"Building")  located at 225 Belleville Avenue in the Town of Bloomfield,  County
of Essex, State of New Jersey, more particularly  delineated as the crosshatched
areas on  Exhibit A  attached  hereto and made a part  hereof  (hereinafter  the
"Premises").  Tenant  acknowledges  that it is leasing the Premises in its AS IS
condition on the date hereof.

                  Tenant  shall  have the  non-exclusive  right to  utilize  the
parking areas of the Building for parking,  as well as the  non-exclusive use of
the  driveway  connected  thereto,  for  its  employees,  agents,  invitees  and
licensees.  In the event that the parking areas available for  non-exclusive use
by Tenant  are  reduced,  restricted,  or  relocated  due to a taking by eminent
domain or similar  proceeding,  there shall be no  liability  on the part of the
Landlord for such reduction, restriction, or relocation and this Lease shall not
be affected, except as otherwise provided in Section 12 below.

2.       TERM.

                  The term of this  lease  shall be five (5)  years,  commencing
January  1, 1997  (hereinafter  the  "Commencement  Date")  and  terminating  on
December 31, 2001 (hereinafter the "Expiration Date").

         This lease shall  automatically be renewed an additional period of five
(5) years on the same terms and  conditions  unless  either party gives at least
nine (9) months written notice prior to its expiration of their intention not to
renew same.  The "Basic Rent" for said renewal shall be calculated by applying a
cost of living  (COLA)  adjustment.  The COLA  shall be equal to the  difference
between the Consumer  price index for January 2002 and January 1997 for Northern
New Jersey applied to the final years "Basic Rent" Annual COLA adjustments shall
be applied to each succeeding year of said five year option.

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3.       BASIC RENT.

                  The Tenant shall pay to the Landlord at the Landlord's present
mailing  address  set forth above (or at such other  place as the  Landlord  may
designate in writing from time to time),  without  offset or  deduction,  on the
Commencement Date and,  thereafter,  monthly in advance on the first day of each
and  every  calendar  month  during  the  Lease  Term  (except  as set  forth in
subsections  3.1(a),  3.1(b),and  3.1(c)  below),  a sum equal to the  following
(hereinafter referred to as the "Basic Rent"):

                  3.1(a)  Commencing  on the  Commencement  Date to December 31,
1998,  Tenant  shall pay Landlord  annually the sum of $96,775  payable in equal
monthly  installments each in the amount of Eight Thousand Sixty Four and 83/100
Dollars ($8,064.83); and

                  3.1(b)  Commencing  on January 1, 1999 to December  31,  1999,
Tenant shall pay Landlord  annually the sum of $115,594 payable in equal monthly
installments  each in the amount of Nine  Thousand  Six  Hundred  Thirty Two and
83/100 Dollars ($9,632.83); and

                  3.1(c)  Commencing  on January 1, 2000 to December  31,  2001,
Tenant shall pay Landlord  annually the sum of $136,000 payable in equal monthly
installments  each in the amount of Eleven  Thousand  Three Hundred Thirty Three
and 33/100 Dollars ($11,333.33).

                  In  addition  to the  "Basic  Rent"  Tenant  shall  pay to the
Landlord  Tenant's  proportionate  share  (based on the  square  footage  of the
Premises and the square  footage of the Building) of any increase in real estate
taxes on Building over the base tax year of calendar 1996. Landlord shall submit
a statement to Tenant calculating said increase. Payment shall be made by Tenant
within  thirty  (30) days of  receipt  of said  statement.  Notwithstanding  the
foregoing,  if less than 95% of the Building (or the property which is the basis
for  computing  real estate  taxes) was occupied  during all or part of calendar
year 1996, real estate taxes for calendar year 1996 shall be deemed increased to
equal the real estate  taxes that would have been  payable if the  Building  (or
such  property)  had been 95%  occupied  throughout  calendar  year 1996 and the
vacant space had been leased at fair market rental.

                  Landlord is responsible  for payment of all costs necessary to
supply the Premises with  electricity,  water, gas, heating and air conditioning
as provided in Section 6 below and all real estate  taxes  assessed  against the
building of which the Premises forms a part (the "Building").

4.       USE OF PREMISES.

                  Tenant shall use and occupy the Premises  throughout  the term
hereof solely for office  purposes or any other legal purpose.  It is understood
and agreed,  however, that Tenant shall not engage in heavy manufacturing in the
Premises.

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                  Tenant shall promptly comply with all laws, ordinances, rules,
regulations,  requirements  and  directives of the Federal,  State and Municipal
Governments  or Public  Authorities  and of all their  departments,  bureaus and
subdivisions,  applicable  to and  affecting  the said  Premises,  their use and
occupancy,  for the correction,  prevention and abatement of violations in, upon
or connected with the said Premises,  during the term hereof; and shall promptly
comply with all orders, regulations, requirements and directives of the Board of
Fire Underwriters or similar authority and of any insurance companies which have
issued or are about to issue  policies of insurance  covering the said  Premises
and its  contents,  for the  prevention  of fire or other  casualty,  damage  or
injury,  at the Tenant's own cost and expense.  Notwithstanding  the  foregoing,
Tenant shall have no obligation  to perform any  structural  alterations  to the
Premises  unless the need for same arises from Tenant's  specific  manner of use
(as opposed to general office and/or  laboratory use) of the Premises.  Anything
to the  contrary  herein  notwithstanding,  Landlord  shall comply with all such
requirements for site conformance,  except if nonconformance is due to an act or
omission  of Tenant.  Tenant may  contest  any legal  requirement  and may defer
compliance  with such legal  requirement  provided  that such  deferral does not
create a lien  against the  Premises or impose any  criminal  liability  against
Landlord.

5.       REPAIRS AND MAINTENANCE.

                  5.1(a) By Landlord. Landlord has agreed at Landlord's expense,
upon signing of this lease,  to hire a contractor  to clean the airway ducts and
air  conditioning  unit of  Premises.  From and  after  the  Commencement  Date,
Landlord  shall keep the exterior  walls,  foundations  and roof of the Building
waterproof,  shall be  responsible  for the  maintenance  and repair in good and
proper  working order of the roof of the Building,  the  structural and exterior
portions of the Building,  and the electrical,  plumbing,  air  conditioning and
heating systems of the Building, except for repairs or maintenance occasioned by
the negligence of Tenant, its agents,  employees or invitees, which shall be the
responsibility  of  Tenant.  Landlord  shall  ensure  that the  heating  and air
conditioning systems provide sufficient and reasonable heat and air conditioning
to the Premises. In addition, Landlord shall keep and maintain in good and clean
condition  all of the parking areas and keep such areas well lighted and free of
ice and snow.  In the event  Landlord  fails to  perform  work on its part to be
performed  hereunder,  Tenant shall serve upon Landlord  written notice thereof,
given in the manner as provided in this Lease. If Landlord fails to perform such
work within ten (10) days thereafter,  Tenant may, at its option, undertake such
work and shall  deduct the actual cost  thereof to Tenant from the next  monthly
installment or installments,  as the case may be, of rent as shall be payable by
Tenant.

     5.1(b) By Tenant.  Except as provided in paragraph A above, Tenant shall be
responsible for all maintenance, cleaning and repair of the Premises.

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6.       SERVICES TO BE PROVIDED BY LANDLORD.

                  During  Normal  Business  Hours,  Landlord  will supply to the
Premises  reasonable  and sufficient  heat,  ventilation  and air  conditioning.
Tenant agrees to keep  peripheral  windows  closed at all times and to cooperate
with  Landlord  and  observe  all  reasonable  regulations  which  Landlord  may
prescribe for the proper functioning and protection of the heating,  ventilation
and air  conditioning  system.  For and during  that  portion of each lease year
between  October 15 and May 15,  Landlord  shall provide heat to the PREMISES as
climatic conditions shall require,  and for and during the portion of each lease
year between May 16 and October 14,  Landlord shall provide air  conditioning to
the  PREMISES as climatic  conditions  shall  require.  For the purposes of this
Lease,  "Normal  Business Hours" shall mean the period between 8 A.M. and 6 P.M.
on Monday  through  Friday,  and between 8 A.M. and 1 P.M. on Saturday,  of each
week,  excluding days which are designated as legal holidays in the State of New
Jersey.  In the event that Tenant  occupies  the PREMISES at any time other than
during Normal  Business Hours and Tenant  requests  heating or air  conditioning
during such hours,  Landlord  shall provide such services to Tenant and,  Tenant
shall pay to Landlord  additional  rent for the Landlord's  actual out of pocket
costs for such  services  provided  during  other than  Normal  Business  Hours.
Landlord  shall at no cost or  expense to Tenant,  provide to the  Premises  (a)
electric  current in such  quantities  as Tenant  shall  require,  (b) water for
drinking, lavatory and cooking purposes, (c) gas as shall be required by Tenant.

7.       INSURANCE.

                  Tenant shall, at Tenant's sole cost and expense,  maintain for
the mutual benefit of Landlord and Tenant,  general public  liability  insurance
against claims for bodily injury or death or property damage  occurring upon, in
or about the Premises,  such insurance to afford  protection to the limit of not
less than One Million  Dollars  ($1,000,000)  combined  single  limit for bodily
injury and property damage.

                  Upon  execution  of this Lease,  and  thereafter  no less than
fifteen  (15)  days  prior  to the  expiration  date of the  policy  theretofore
furnished pursuant to this section,  an original of the policy or certificate of
insurance  shall be  delivered  by  Tenant to  Landlord.  Such  policy,  and all
renewals thereof,  shall name Landlord and Tenant as insurers, and shall provide
that such policy shall not be canceled  without  30-day prior written  notice to
Landlord.

                  In the event that Tenant fails to take out, pay for,  maintain
or deliver the insurance  policy required  herein,  then Landlord may, but shall
not be  obligated  to,  take such  action as it deems  necessary  to effect such
insurance,  and the total cost thereof,  together with interest at 8% per annum,
shall be payable to  Landlord  on demand,  or at the option of  Landlord  may be
added to any  installment  of Rent then due or  thereafter  to become  due,  and
Tenant covenants to pay same, as additional rent.

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8.       ALTERATIONS.

                  No alterations,  additions or improvements  shall be made, and
no climate regulating, air conditioning,  cooling, heating or sprinkler systems,
television  or radio  antennas  or heavy  equipment  shall  be  installed  in or
attached to the Premises without the prior written consent of the Landlord, such
consent not to be unreasonably  withheld or delayed.  Tenant is not obligated to
request  or obtain  Landlord's  consent  to make  decorations  or  nonstructural
alterations.

                  All of the  aforesaid  maintenance  and  repairs  shall  be of
quality or class substantially equal to the original work or construction and in
conformity with all fire and casualty insurance rating services and according to
all applicable  building codes and regulations.  Tenant agrees that at all times
during the Term it shall  maintain at its sole cost and  expense  the  sprinkler
systems and lines at the Premises in working  order.  Tenant  acknowledges  that
throughout  the Term  Landlord  shall keep in force and  Tenant  shall pay for a
service contract with a reputable service company for a quarterly inspection and
examination  of the  sprinkler  systems and lines at the Premises and shall also
allow  inspections and examinations to be conducted at any time upon the request
of any and all insurance  companies which provide or may provide  insurance with
regard to the  Premises.  Subject to  Tenant's  rights set forth at  termination
clause,  Tenant  agrees  to  comply  at its  sole  cost  and  expense  with  all
requirements of the insurance  company or companies  conducting such inspections
and examinations of the sprinkler system and lines at the Premises.

                  Not later  than the last day of the  term,  Tenant  shall,  at
Tenant's expense,  remove all Tenant's personal property and those  improvements
made by Tenant which have not become the property of  Landlord,  including,  but
not limited to trade fixtures, moveable paneling and the like; repair all injury
done by or in connection  with the  installation or removal of said property and
improvements;  and surrender  the Premises in as good  condition as they were at
the beginning of the term,  excepting reasonable wear and tear, repairs required
to be performed by Landlord and damage by fire, the elements, casualty, or other
cause not due to the misuse or neglect by Tenant, Tenant's agents,  servants, or
visitors.  All other property of Tenant remaining on the Premises after the last
day of the term or  earlier  termination  of this  Lease  shall be  conclusively
deemed  abandoned  and may be removed by Landlord,  and Tenant  shall  reimburse
Landlord  for the cost of such  removal.  Landlord  may  have any such  property
stored at Tenant's risk and expense.

                  In the event that any  mechanics'  lien is filed  against  the
premises  as a result of  alterations,  additions  or  improvements  made by the
Tenant,  the  Landlord,  at its  option,  after  thirty  (30) days notice to the
Tenant, may pay the said lien, without inquiring into the validity thereof,  and
the Tenant shall forthwith  reimburse the Landlord the total expense incurred by
the Landlord in discharging the said lien, as additional rent hereunder.

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9.       INSPECTION.

                  The Landlord, or its agents, shall have the right to enter the
Premises  upon  not less  than  twenty-four  (24)  hours  notice  to  Tenant  at
reasonable  hours to examine the same,  or to make such  repairs,  additions  or
alterations  as  it  shall  deem  necessary  for  the  safety,  preservation  or
restoration  of the  improvements,  or for  the  safety  or  convenience  of the
occupants thereof or to exhibit the same to prospective tenants,  purchasers and
mortgagees  provided the Landlord  indemnify  Tenant,  its directors,  officers,
employees and agents and their respective heirs, successors and assigns from and
against all liability and expense,  including  reasonable  attorney's fees, from
claims for bodily injury,  property damage or otherwise  alleged to arise out of
such entry. In no event shall the Landlord be liable for any interruption of the
Tenants's business as a result of the making of any such repair,  replacement or
addition  that is  necessary,  provided  that  Landlord uses its best efforts to
minimize interference with Tenant's use and enjoyment of the Premises.

10.      INDEMNIFICATION.

                  The  Landlord  shall  not be  responsible  for the  loss of or
damage to property, or injury to persons, occurring in or about the Premises, by
reason of any  existing  or future  condition,  defect,  matter or thing in said
Premises  or the  property  of which the  Premises  are a part,  or for the act,
omissions  or  negligence  of other  persons  or  tenants  in and about the said
property, unless caused by Landlord's breach of its obligations under this Lease
or the negligence or willful  wrongful act of Landlord or its agents,  employees
or contractors.  Tenant agrees to indemnify and save Landlord  harmless from all
claims and liability for losses of or damage to property, or injuries to persons
occurring in the Premises,  unless caused by the negligence or willful  wrongful
act of Landlord or its agents,  employees or contractors or Landlord's breach of
its  obligations  under this Lease.  In case any action or proceeding be brought
against the Landlord by reason of any such claim,  the Tenant,  upon notice from
the Landlord, shall resist and defend such action or proceeding. Landlord agrees
to indemnify  and save Tenant  harmless from all claims and liability for losses
of or damage to property or injuries to persons (a)  occurring  in the  Building
but outside the Premises or in the parking areas unless caused by the negligence
of Tenant,  (b) arising from  Landlord's  breach of its  obligations  under this
Lease, (c) arising from the negligence or willful  misconduct of Landlord or its
agents,  employees  or  contractors  or (d)  arising  out of the  failure of any
present or past tenant to comply with all  applicable  laws.  The  provisions of
this Section 10 shall survive the expiration or earlier termination of the Term.

11.      CASUALTY LOSSES.

                  11.1  In the  event  of  destruction  of the  Premises  or the
building  containing  the  Premises  by fire,  explosion,  the  elements,  other
casualty or  otherwise  during the term hereby  created and as a result  thereof
should the Premises or access  thereto be so badly  injured that the same cannot
be repaired  within one hundred  twenty  (120) days from the  happening  of such
injury,  then and in such a case the term hereby created shall, at the option of
the Tenant

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<PAGE>

or Landlord to be exercised within 30 days of the injury,  cease and become null
and void  from the date of such  damage or  destruction,  and the  Tenant  shall
immediately  surrender  Premises  and all the Tenant's  interest  therein to the
Landlord, and shall pay rent only to the time of destruction, in which event the
Landlord may re-enter and repossess the premises thus discharged from this Lease
and  may  remove  all  parties  therefrom.   Should  the  Premises  be  rendered
untenantable and unfit for occupancy,  but yet be repairable  within one hundred
twenty (120) days from the  happening of said injury,  the Landlord  shall enter
and repair the same with  reasonable  speed,  and rent shall abate and shall not
accrue after said injury or while repairs are being made,  but shall  recommence
immediately after said repairs shall be completed.  But if the Premises shall be
so slightly injured as not to be rendered  untenantable and unfit for occupancy,
then the Landlord  agrees to repair the same with  reasonable  promptness and in
that case the rent  accrued  and  accruing  shall not cease.  The  Tenant  shall
immediately notify the Landlord in case of fire or other damage to the Premises.
In the event of partial  destruction,  Landlord must notify Tenant within thirty
(30) days of its  intent to  rebuild  or not,  and if there is no  notification,
Tenant shall have the right to cancel this Lease.

                  11.2 Each party hereto waives any and every claim which arises
or may arise in its favor and against the other party hereto  during the term of
this Lease or any renewal or extension thereof for any and all loss of or damage
to any of its property  located  within or upon, or  constituting  a part of the
premises  leased to Tenant  hereunder,  which loss or damage is covered by valid
and collectible fire and extended  coverage  insurance  policies,  to the extent
such that loss or damage is  recoverable  under said  insurance  policies.  Said
mutual  waivers shall be in addition to and not in limitation or derogation  of,
any other waiver or release contained in this Lease with respect to and loss of,
or damage to,  property of the  parties  hereto.  Inasmuch  as the above  mutual
waivers  precluded the  assignment of any aforesaid  claim by way of subrogation
(or otherwise) to an insurance company (or any other person),  each party hereto
hereby agrees immediately to give each insurance company which has issued to its
policies of fire and extended coverage insurance, written notice of the terms of
said mutual waivers,  and to have said insurance policies properly endorsed,  if
necessary,  to prevent the invalidation of said insurance coverages by reason of
said waivers.

12.      TAKING BY EMINENT DOMAIN.

                  If all or any part of the Premises shall be taken by public or
quasi-public  authority under any power of eminent domain or condemnation,  this
Lease, at the option of the Landlord or Tenant,  shall  forthwith  terminate and
the Tenant  shall have no claim or  interest  in or to any award of damages  for
such  taking,  provided  this clause  shall not prevent the Tenant from making a
claim on its own behalf  separate and apart from any claims of the Landlord.  If
there is a taking but neither party  terminates this Lease,  then Landlord shall
make all repairs  necessitated by such taking,  rent shall be equitably  reduced
and the Lease shall otherwise continue in force and effect.


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13.      LANDLORD'S REMEDIES; DEFAULT PROVISIONS.

                  13.1 It is further  agreed that if at any time during the term
of this Lease the Tenant shall make any assignment for the benefit of creditors,
or be decreed insolvent or bankrupt  according to law, or if a receiver shall be
appointed for the Tenant,  then the Landlord may, at its option,  terminate this
lease,  exercise of such option to be  evidenced by notice to that effect of the
liquidation  of the  property  of the Tenant or the  Tenant's  estate,  but such
termination shall not release or discharge any payment of rent payable hereunder
and then accrued,  or any  liability  then accrued by reason of any agreement or
covenant  herein  contained  on the part of the Tenant,  or the  Tenant's  legal
representatives.

                  13.2 If Tenant  (i)  defaults  in any  payment  of Rent or any
other  amounts due  hereunder,  following  not less than ten (10) days notice of
default or (ii) defaults in the  performance  of any of the other  covenants and
conditions hereof following not less than thirty (30) days notice or default and
the opportunity to cure (provided, however, that if the matter of the default is
such that it cannot be cured  within  thirty  (30)  days,  Tenant  shall  have a
reasonable  period of time within which to cure such default  beyond such 30 day
period) then this Lease shall, at the option of Landlord, terminate and Tenant's
right to possession of the Premises shall cease.

                  13.3(a)  DEFICIENCY.  In  any  case  where  the  Landlord  has
recovered  (or has a right  pursuant  to the  terms of this  Lease  to  recover)
possession  of the  Premises by reason of the  Tenant's  default and  Landlord's
termination of this Lease,  the Landlord may, at the Landlord's  option,  occupy
the  Premises  or  cause  the  Premises  to be  redecorated,  altered,  divided,
consolidated with other adjoining  Premises,  or otherwise change or prepare for
reletting, and may relet the premises or any part thereof as agent of the Tenant
or  otherwise,  for a term or terms to expire  prior to, at the same time as, or
subsequent to, the original  expiration  date of the Term of this Lease,  at the
Landlord's  option,  and receive the rent  therefor.  Rent so received  shall be
applied  first to the payment of such  expenses as Landlord may have incurred in
connection with the recovery of possession,  redecorating,  altering,  dividing,
consolidating with other adjoining Premises,  or otherwise changing or preparing
for reletting, and the reletting,  including brokerage and reasonable attorneys'
fees,  and then to the payment of damages in amounts equal to the rent hereunder
and to the costs and  expenses  of  performance  of the other  covenants  of the
Tenant as herein provided.  The Tenant agrees, in any such case,  whether or not
the Landlord has relet,  to pay to the Landlord  damages  equal to the Basic and
Additional Rent and other sums herein agreed to be paid by the Tenant,  less the
net proceeds of the reletting, if any, as ascertained from time to time; and the
same shall be payable by the Tenant at the time and in the manner  specified  in
Section 3, above.  The Tenant shall not be entitled to any surplus accruing as a
result of any such  reletting.  In  reletting  the  Premises as  aforesaid,  the
Landlord  may grant  rent  concessions,  and the  Tenant  shall not be  credited
therewith.  No such reletting shall  constitute a surrender and acceptance or be
deemed evidence thereof.


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                  13.3(b) Tenant hereby waives all rights of redemption to which
the Tenant might be entitled by any law now or hereafter in force.

                  13.3(c)  Landlord's  remedies hereunder are in addition to any
remedy allowed by law. Tenant agrees to pay, as Additional  Rent, all reasonable
attorneys' fees and  disbursements,  and other expenses incurred by the Landlord
in enforcing any of the obligations  under this Lease,  this covenant to survive
the expiration or sooner termination of this Lease.  Tenant shall have a similar
right of collection in the event Tenant shall incur any such expenses to enforce
any of the  obligations  contained  in this Lease on the part of the Landlord to
perform.

                  13.4 RIGHT TO CURE TENANT'S BREACH. If the Tenant breaches any
covenant or condition of this Lease, the Lessor may, on reasonable notice to the
Tenant  (except  that no notice need be given in case of  emergency),  cure such
breach at the expense of the Tenant and the  reasonable  amount of all expenses,
including  attorneys'  fees and  expenses,  incurred by the Landlord in so doing
(whether paid by the Landlord or not) shall be deemed Additional Rent payable on
demand.  In no way  whatsoever  shall the  Landlord be  obligated to effect such
cure.

14.      NOTICES.

                  All notices, demands and requests which may or are required to
be given by either party to the other shall be in writing. All notices,  demands
and  requests by Landlord to Tenant  shall be deemed  properly  made or given if
mailed postage prepaid,  registered or certified mail, return receipt requested,
or sent by  overnight  courier  or hand  delivered  addressed  to  Tenant at 225
Belleville Avenue,  Bloomfield, New Jersey, or at such other place as Tenant may
from time to time  designate  in a  written  notice to  Landlord.  All  notices,
demands and requests by Tenant to Landlord shall be deemed to have been properly
given if and when sent by United States  registered or certified  mail,  postage
prepaid,  return  receipt  requested,  or  sent  by  overnight  courier  or hand
delivered  addressed  to  Landlord  at Bloomtex  Corporation,  460 Main  Avenue,
Wallington,  New Jersey 07057, Attn: Corporate Secretary, or at such other place
as Landlord may from time to time designate in a written  notice to Tenant.  All
notices shall be deemed given when received or when delivery is refused.

15.      CERTIFICATE BY TENANT.

                  Tenant  agrees at any time and from time to time upon not less
than fifteen (15) days,  notice by Landlord to execute,  acknowledge and deliver
to Landlord,  at Landlord's  expense,  a statement or statements  (to the extent
true) in writing  certifying (I) that this Lease is unmodified and in full force
and effect;  (ii) that it sets forth the entire  agreement  between the Landlord
and Tenant;  (iii) that to the extent best of Tenant's knowledge the landlord is
not in  default  under  any of the terms  hereof  and has  performed  all of its
obligations  pursuant hereto; (iv) that to the extent best of Tenant's knowledge
there are no existing  offsets or defenses against the enforcement of any of the
terms, covenants, or conditions hereof upon the

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part of the  Tenant to be  performed;  and (v) as to the dates to which the Rent
has been paid in advance,  if any,  it being  intended  that any such  statement
delivered  pursuant  to this  Section  may be  relied  upon  by any  prospective
purchaser  or mortgagee  of the fee of the  Premises or of  Landlord's  interest
therein, or any assignee or any such mortgagee.

16.      SUBORDINATION.

                  Landlord represents and warrants that on the date hereof there
are no mortgages  affecting or  encumbering  the  Premises.  This Lease shall be
subject  and  subordinate  to all  mortgages  which  may  hereafter  affect  the
Premises,  Landlord's  interest  therein,  or the real  property  of  which  the
Premises  form  a  part,  and to all  renewals,  modifications,  consolidations,
replacements and extensions thereof,  provided and on the express condition that
the holder of such mortgage  executes and delivers to Tenant a subordination and
nondisturbance agreement which provides that the mortgagee will not disturb this
Lease or Tenant's rights in the Premises  provided that Tenant is not in default
hereunder  beyond the  expiration  of the  applicable  grace period and which is
otherwise   reasonably   satisfactory   to  Tenant.   This   Section   shall  be
self-operative and no further  instrument of subordination  shall be required by
any  mortgagee.  In  confirmation  of such  subordination,  Tenant shall execute
promptly any certificate  that Landlord may request.  Tenant hereby  irrevocably
constitutes and appoints Landlord the Tenant's  attorney-in-fact  to execute any
such certificate or certificates for and on behalf of the Tenant.

17.      ASSIGNMENT AND SUBLETTING.

                  The Tenant shall not transfer or assign the Tenant's  interest
in and to the Premises,  or sublet the Premises or any portion thereof,  without
first procuring the written consent of the Landlord,  which consent shall not be
unreasonably  withheld or delayed;  and any  attempted  transfer,  assignment or
subletting  without such written consent shall be void and confer no rights upon
any third person.  No such assignment or subletting  shall relieve Tenant of any
obligations  herein.  The  consent by Landlord to any  transfer,  assignment  or
subletting  shall  not be  deemed a waiver  on the part of the  Landlord  of any
requirement  of consent to any future  transfer,  assignment or  subletting.  If
Landlord  does not respond to Tenant's  request to consent to an  assignment  or
subletting within 20 days,  Landlord shall be deemed to have consented  thereto.
Notwithstanding the foregoing,  Tenant may, without Landlord's  consent,  assign
this Lease or sublet all or any part of the Premises to any corporation or other
legal entity controlled by, which controls or which is under common control with
Tenant  where  control  shall mean  ownership  of 50% or more of the  beneficial
interests in the entity in question.

18.      BROKER.

                  Tenant  represents and warrants that it has not dealt with any
broker in  connection  with this  Lease,  and was not shown the  Premises by any
broker.

                                     - 10 -

<PAGE>
19.      SIGNS.

                  Tenant may place any signs of any kind whatsoever, upon, in or
about the Premises or any part  thereof,  of a design and structure and in or at
such  places as may be  permitted  by law.  All such  signs  shall be removed by
Tenant  prior to the  expiration  of the Term.  In case  Landlord  shall deem it
necessary  to  remove  any such  signs  in  order to paint or make any  repairs,
alterations or  improvements  in or upon the Premises or any part thereof,  such
signs may be removed,  but shall be replaced at Landlord's expense when the said
repairs, alterations, or improvements shall have been completed. Any signs shall
at all times conform with all municipal ordinances or other laws and regulations
applicable  thereto at Tenant's  expense,  and Tenant  shall obtain any required
permits or licenses for the installation of such signs at Tenant's expense.

20.  ENVIRONMENTAL MATTERS.

     20.1 Tenant's Standard  Individual  Classification  ("SIC") Number is 8731.
Tenant shall promptly notify Landlord if the SIC Number becomes  inapplicable or
if another SIC Number becomes applicable.

                  20.2 ISRA COMPLIANCE.  Tenant shall, at Tenant's sole expense,
comply with the New Jersey  Industrial  Site  Recovery  Act and the  regulations
promulgated  thereunder  (referred  to as  "ISRA")  as same  relate to  Tenant's
occupancy of the  Premises,  as well as any other  environmental  law,  rule, or
regulation  affecting or affected by Tenant's use and  occupancy of the Premises
to the extent same arises from  Tenant's  acts.  Tenant  shall,  at Tenant's own
expense,  make all  submissions  to, provide all information to, and comply with
all the requirements of, the Bureau of Industrial Site Evaluation (the "Bureau")
of the New Jersey  Department of  Environmental  Protection and Energy ("NJDEP")
which arise due to  Tenant's  acts.  Should the Bureau or any other  division of
NJDEP,  pursuant to any other environmental law, rule, or regulation,  determine
that a cleanup plan be prepared and that a cleanup be undertaken  because of any
spills or  discharge  of hazardous  substances  or wastes at the Premises  which
occur  during the term of this Lease and were  caused by Tenant or its agents or
contractors,  then Tenant shall, at Tenant's own expenses prepare and submit the
required plans and financial assurances, and carry out the approved plans.

                  20.3  LANDLORD'S ISRA  COMPLIANCE.  In the event that Landlord
shall have to comply with ISRA by reason of Landlord's actions or the actions of
any  prior or  existing  tenant of the  building,  Tenant  shall,  at no cost or
expense to Tenant,  promptly  provide all information  requested by Landlord for
Landlord's preparation of nonapplicability  affidavits or a Negative Declaration
and Landlord shall,  at its own cost and expense comply with ISRA.  Tenant shall
indemnify, defend, and save harmless Landlord from all fines, suits, procedures,
claims,  and actions of any kind arising out of or in any way connected with any
spills or  discharges of hazardous  substances  or wastes at the Premises  which
occur  during the term of this Lease and were  caused by Tenant or its agents or
contractors,  and from all fines, suits, procedures,  claims, and actions of any
kind arising out of Tenant's failure to provide all

                                     - 11 -

<PAGE>

information, make all submissions and take all actions required by the Bureau or
any  other  divisions  of NJDEP  which  arise  due to  Tenant's  acts.  Tenant's
obligations  and  liabilities  under this  paragraph  shall  continue so long as
Landlord  remains   responsible  for  any  spills  or  discharges  of  hazardous
substances  or wastes at the Premises  which occur during the term of this Lease
and were  caused by Tenant or its  agents or  contractors.  Tenant's  failure to
abide by the terms of this paragraph shall be restrainable by injunction. Tenant
shall have no  responsibility  to obtain a "Negative  Declaration" or "Letter of
Non-Applicability" from the NJDEP in connection with a sale or other disposition
of the real estate by Landlord or an interest in the Landlord or a change in the
tenancy of or ownership of any other tenant, but Tenant agrees to cooperate with
Landlord at no cost,  expense or  liability  to Tenant in  Landlord's  effort to
obtain same.

                  20.4 Tenant  covenants  that the Premises shall not be used to
generate,  manufacture,   refine,  transport,  treat,  store,  handle,  dispose,
transfer,  produce,  process or in any manner deal with Extraordinary  Hazardous
Materials in violation of applicable  laws.  Tenant shall comply with and ensure
compliance by all Occupants with, all applicable Federal,  State and local laws,
ordinances,  rules and regulations with respect to any  Extraordinary  Hazardous
Materials  and Hazardous  Materials  (hereinafter  defined),  and shall keep the
Premises free and clear of any liens imposed pursuant to such laws,  ordinances,
rules and  regulations.  In the event that Tenant  receives any notice or advice
from any governmental  authority, or from any Occupant, with regard to Hazardous
Materials  or  Extraordinary  Hazardous  Materials  on,  from or  affecting  the
Premises in violation  of  applicable  laws,  Tenant  shall  immediately  notify
Landlord.  Tenant shall  conduct and complete at Tenant's  sole cost and expense
all investigations, studies, sampling and testing, and all remedial, removal and
other  actions  necessary  to clean up and remove  all  Hazardous  Materials  or
Extraordinary  Hazardous  Materials  (other  than  any  Hazardous  Materials  or
Extraordinary  Hazardous Materials  introduced by a person other than the Tenant
or an  Occupant)  on, from or  affecting  the  Premises in  accordance  with all
applicable Federal,  State and local laws,  ordinances,  rules,  regulations and
policies.  The term  "Hazardous  Materials" as used in this Lease shall include,
gasoline,  petroleum  products,  explosives,  radioactive  materials,  hazardous
materials,  hazardous  wastes,  hazardous or toxic  substances,  polychlorinated
biphenyls,  or related similar  materials,  asbestos or any material  containing
asbestos, or any other substance or material as may be defined as a hazardous or
toxic substance by any Federal, State or local governmental law, ordinance, rule
or  regulation,   including   (without   limitation)  the  Hazardous   Materials
Transportation  Act, as amended (49 U.S.C.  ss.1801, et seq.), the Comprehensive
Environmental  Response,  Compensation  and Liability Act, as amended (42 U.S.C.
ss.9601 et seq.)  ("CERCLA"),  the Resource  Conservation  and Recovery  Act, as
amended (42 U.S.C.  ss.6901,  et seq.), the Federal Water Pollution  Control Act
(33 U.S.C.  ss.1251,  et seq.), the Clean Air Act (42 U.S.C.  ss.7401, et seq.),
the  Industrial  Site Recovery Act which is the  successor to the  Environmental
Cleanup  Responsibility Act, as amended (N.J.S.A.  13:1K-6 et seq.) ("ECRA") and
the New  Jersey  Spill  Compensation  and  Control  Act,  as  amended  (N.J.S.A.
58:10-23.11b  et seq.) and the rules and  regulations  adopted and  publications
promulgated pursuant thereto; and, the term "Extraordinary  Hazardous Materials"
shall  have the  meaning  given to such  term in the  Superfund  Amendments  and
Reauthorization Act of 1986 ("SARA"), Public Law No.

                                     - 12 -

<PAGE>
99-499, 100 Stat. 1613) and/or all such materials as are or may be listed on and
described  by the  NJDEP's  list of  extremely  hazardous  substances  (all  the
foregoing  laws,   rules  and   regulations,   hereafter   referred  to  as  the
"Environmental  Laws").  The  obligations  and  liabilities of Tenant under this
Section shall  survive any  termination,  expiration or permitted  assignment of
this Lease.  The term  "Occupant" as used in this Lease shall mean the Tenant or
an agent, permitted sublessee, licensee, customer or invitee of Tenant.

                  20.5 In the event of  Tenant's  failure to comply in full with
the provisions of this section, Landlord may, at its option, perform any and all
of Tenant's  obligations  as aforesaid,  and all costs and expenses  incurred by
Landlord in exercise of this  self-help  right shall be deemed to be  Additional
Rent payable on demand.

                  20.6 Tenant  shall  indemnify,  defend and hold  harmless  the
Landlord  and  each  mortgagee  of the  Premises  from and  against  any and all
liabilities, damages, suits, fines, claims, losses, judgments, causes of action,
costs and expenses  (including  reasonable  fees and expenses of counsel) of any
kind which may be incurred by the Landlord or any such  mortgagee or  threatened
against the Landlord or such  mortgagee,  arising out of or in any way connected
with (a) any breach by Tenant of the undertakings set forth in this Section, (b)
any spills or discharges of Hazardous Materials and/or  Extraordinary  Hazardous
Materials at the Premises by Tenant, Tenant's agents, servants, and the like, or
any Occupant, and (c) any violation by Tenant of ISRA, including but not limited
to failure to provide all information, make all submissions and take all actions
required  by the NJDEP.  Tenant's  agreement  to  indemnify  shall  survive  the
permitted assignment, expiration or sooner termination of this Lease.

                  20.7 Landlord  shall  indemnify,  defend and hold harmless the
Tenant from and against all liabilities,  damages, suits, fines, claims, losses,
judgments,  causes of action, costs and expenses (including  reasonable fees and
expenses of  counsel) of any kind which may be incurred by Tenant or  threatened
against  Tenant  arising  out of or in any  way  connected  with  any  Hazardous
Materials or Extraordinary  Hazardous  Materials  located in the Building or any
parking  area on the date  hereof and any  action to  remediate  or remove  same
unless same was created by or  introduced  into the Building or any parking area
by Tenant or its agents, employees or contractors.

21.  MISCELLANEOUS.

                  21.1  Tenant  shall not record  this  Lease or any  short-form
Memorandum  thereof.  Any  such  recordation  by  Tenant  in  violation  of this
prohibition shall be a default  hereunder and Landlord,  among Landlord's rights
upon default,  may execute and record in Tenant's  name,  place,  and stead,  an
instrument  adequate and  sufficient to discharge  such document from the public
records,  and for such purposes,  Tenant hereby grants an  irrevocable  power of
attorney to Landlord.


                                     - 13 -

<PAGE>
                  21.2  This  Lease  constitutes  the  entire  agreement  of the
parties  and may not be  changed  or  modified  orally,  but  only by a  written
agreement signed by Landlord and Tenant.

                  21.3 This Lease  shall be binding on  Landlord  and Tenant and
their respective heirs, successors, administrators and assigns.

                  21.4  The  rights  of  Landlord  and  Tenant   hereunder   are
cumulative, and no waiver or failure to enforce the same by either shall prevent
the subsequent enforcement of such rights.

                  21.5 The captions herein  contained are for convenience  only,
and do not constitute part of this Lease.

     21.6 This Lease shall be governed by the laws of the State of New Jersey.

                  21.7 The  remedies of  Landlord  and Tenant  specified  herein
shall be in addition to those available to them at law or equity.

                  21.8  Landlord   agrees  to  deliver  to  Tenant  a  permanent
certificate of occupancy for the Premises within 60 days after the  Commencement
Date.

                  21.9  Wherever the consent of the Landlord is required in this
Lease, said consent shall not be unreasonably withheld or delayed.

                  21.10  If  any  of  the  provisions  of  the  Lease,   or  the
application  thereof  to any  person  or  circumstance,  shall to any  extent be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such provision or provisions to persons or circumstances  other than those as to
whom or  which  it is held  invalid  or  unenforceable,  shall  not be  affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent allowed by law.

                  21.11  Notwithstanding  anything to the  contrary  provided in
this Lease,  it is  specifically  understood and agreed (such  agreement being a
primary  consideration  for the  execution of this Lease by the  Landlord)  that
there shall be absolutely no personal liability on the part of the Landlord, its
successors, assigns, officers, directors,  principals,  constituent partners (or
their heirs,  successors and/or assigns), or any ground Landlord or mortgagee in
possession,  with respect to any of the terms,  covenants or  conditions of this
Lease,  and that the  Tenant  shall  look  solely to the  equity (if any) of the
Landlord in the  Premises for the  satisfaction  of each and every remedy of the
Tenant in the event of any breach by the Landlord of any of the terms, covenants
and conditions of this Lease to be performed by the Landlord,  such  exculpation
of liability to be absolute and without any exceptions whatsoever.

                  21.12 Tenant  represents  and  warrants to Landlord  that this
Lease is valid,  enforceable  and binding upon Tenant,  that no  consent(s)  are
necessary to render this Lease

                                     - 14 -

<PAGE>

valid,  enforceable  and  binding  against  Tenant  and  that the  person  whose
signature is set forth below is  authorized to execute and deliver this Lease on
behalf of Tenant (a true copy of Tenant's  corporate  resolutions  are  attached
hereto which authorize this transaction).

                  21.13 If the  Premises  or any  material  portion  thereof are
rendered  unusable in whole or in part for a period of ten (10) consecutive days
for any reason,  other than by the making of repairs  necessitated  by misuse or
neglect by the Tenant or any agent, customer, invitee or licensee of the Tenant,
there shall be an appropriate  abatement of Basic Rent from and after such tenth
day and  continuing  for the period of such  unusability.  In no event shall the
Tenant be entitled to terminate this Lease by claiming a  constructive  eviction
from the Premises  unless the Tenant  shall first have  notified the Landlord in
writing  of  the  condition  or  conditions  giving  rise  thereto  and,  if the
complaints  be  justified,  unless  the  Landlord  shall  have  failed  within a
reasonable time after receipt of such notice to remedy,  or commence and proceed
with due diligence to remedy, such condition or conditions.

                  21.14  Landlord  covenants  that so long as  Tenant  is not in
default  hereunder  which default  remains  uncured beyond the expiration of the
applicable  grace  period,  Tenant shall have the right to peaceably and quietly
have, hold and enjoy the Premises subject to the terms of this Lease.

                                     - 15 -

<PAGE>

         IN WITNESS  WHEREOF,  the  parties  hereto have caused this Lease to be
executed by their duly authorized representatives,  as of the date of this Lease
identified in Section 1 hereof.


                                            LANDLORD:
WITNESS:                            BLOOMTEX ASSOCIATES


                                    By    /s/MAYER A. RUBENSTEIN
                                    ----------------------------
                                  MAYER A. RUBENSTEIN, GENERAL PARTNER

                                            TENANT:
ATTEST:                             ALFACELL CORPORATION


                                    By     /s/KUSLIMA SHOGEN
                                    ------------------------
                                        KUSLIMA SHOGEN, C.E.O.